<PAGE>
Schedule 14A Information
Proxy Statement
Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. 1)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
Daleco Resources Corporation
435 Devon Park Drive, Suite 410, Wayne, Pennsylvania, 19087
Telephone No.: 610-254-4199
------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- -------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it
was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
Ehmann, Van Denbergh & Trainor, P.C.
Two Penn Center Plaza, Suite 725, Philadelphia, Pennsylvania 19102
4) Dated Filed:
February __, 1997
<PAGE>
DALECO RESOURCES CORPORATION
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MARCH 20, 1997
January 29, 1997
TO THE STOCKHOLDERS:
NOTICE IS HEREBY GIVEN that the Annual Meeting of the
Stockholders of Daleco Resources Corporation, a Delaware corporation (the
"Company"), will be held at in the Wilshire Room, Radison Beverly Pavilion
Hotel, 9360 Wilshire Boulevard, Beverly Hills, California, 90212 on March 20,
1997, at 10:00 a.m., Local Time, for the following purposes:
1. To elect the nominees named in the Proxy Statement as
Directors to serve for one year and until their successors
have been elected.
2. To approve the appointment of Coopers & Lybrand as the
Company's Independent Accountants for Fiscal 1997.
3. To transact such other business as may properly come
before the meeting.
Stockholders of record at the close of business on January 29,
1997, will be entitled to vote at the meeting.
A complete list of Stockholders entitled to vote at the
meeting will be kept at the offices of the Company at 435 Devon Park Drive,
Suite 410, Wayne, Pennsylvania 19087, and Suite 250, 10350 Santa Monica
Boulevard, Los Angeles, CA 90025 for examination by any Stockholder, during
ordinary business hours, for a period of not less than ten (10) days prior to
the meeting.
By Order of the Board of Directors
---------------------------------
Gary J. Novinskie, President
IMPORTANT: PLEASE FILL IN, DATE, SIGN AND RETURN THE ENCLOSED PROXY IN THE
SELF-ADDRESSED RETURN ENVELOPE FURNISHED FOR THAT PURPOSE AS
PROMPTLY AS POSSIBLE, WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL
MEETING. IF LATER YOU DESIRE TO REVOKE YOUR PROXY FOR ANY REASON,
YOU MAY DO SO IN THE MANNER DESCRIBED IN THE ATTACHED PROXY
STATEMENT.
<PAGE>
DALECO RESOURCES CORPORATION
435 Devon Park Drive, Suite 410
Wayne, Pennsylvania 19087
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MARCH 20, 1997
This PROXY STATEMENT is furnished to the Stockholders of Daleco
Resources Corporation (the "Company") in connection with the solicitation of the
accompanying proxy by the Board of Directors of the Company to be voted at the
Annual Meeting of Stockholders (the "Annual Meeting") and any adjournment
thereof. The Annual Meeting will be held on March 20, 1997 in the Wilshire Room,
Radison Beverly Pavilion Hotel, 9360 Wilshire Boulevard, Beverly Hills,
California, 90212, at 10:00 a.m. local time.
The approximate date on which this Proxy Statement and the accompanying
proxy card are first being sent or given to stockholders is February 15, 1997.
STOCKHOLDER PROPOSALS
Stockholders desiring to present proposals for consideration at the
Company's next annual meeting of stockholders must be received by the Company no
later than September 1, 1997 to be considered for inclusion in the Company's
Proxy Statement and proxy card for such meeting. Should any proposal be
submitted after September 1, 1997, then it may be omitted by the Company from
the proxy statement and proxy relating to that meeting.
VOTING
General
The securities which can be voted at the Annual Meeting consist of
shares of common stock, par value $0.01 per share (the "Common Stock"), with
each share entitling its owner to one vote on each matter submitted to the
Stockholders. The record date for determining the holders of Common Stock who
are entitled to notice of and to vote at the Annual Meeting is January 29, 1997
(the "Record Date"). On the Record Date, 25,413,538 shares of Common Stock were
outstanding and eligible to vote at the Annual Meeting.
Quorum and Vote Required
The presence, in person or by proxy, of A MAJORITY of the outstanding
shares of Common Stock is necessary to constitute a quorum at the Annual
Meeting. The affirmative vote of a majority of the shares of Common Stock
represented in person or by proxy at the Annual Meeting is required to pass any
matter put to a vote at the Annual Meeting.
Vote by Proxy
When voting by proxy, stockholders should specify their election as to
each matter to be voted upon. If no specific instructions are given with regard
to the matter to be voted upon, the shares represented by a signed proxy card
will be voted "FOR" that matter.
Any stockholder delivering a proxy has the power to revoke same at any
time before it is voted by giving written notice to the Secretary of the
Company, by executing and delivering to the Secretary a proxy card bearing a
later date or by voting in person at the Annual Meeting.
<PAGE>
In addition to soliciting proxies through the mail, the Company may
solicit proxies through its directors, offices and employees in person and by
telephone. Brokerage firms, nominees, custodians, and fiduciaries may also be
requested to forward proxy materials to the beneficial owners of shares held of
record by them. All expresses incurred in connection with the Annual Meeting
will be borne by the Company.
PRINCIPAL HOLDERS OF VOTING SECURITIES
The following table set forth the information, as of January 29, 1997,
regarding the ownership of the Company's common stock by each person known to
the Company to be the beneficial owner of more than five percent (5%) of the
Company's common stock.
<TABLE>
<CAPTION>
=======================================================================================================
NAME AND ADDRESS OF BENEFICIAL OWNER AMOUNT AND NATURE OF PERCENT OF
BENEFICIAL OWNER CLASS
- -------------------------------------------------------------------------------------------------------
<S> <C> <C>
Dov Amir 4,367,949 shares 17.19%
Chairman of the Board of Directors and Chief (1)
Executive Officer (4)
- -------------------------------------------------------------------------------------------------------
Louis W. Erlich 4,133,647 shares 16.26%
Vice Chairman of the Board of Directors and Vice (2)
President (4)
- -------------------------------------------------------------------------------------------------------
David F. Lincoln 2,570,000 shares 10.11%
435 Devon Park Drive, Suite 410 (3)
Wayne, Pennsylvania 19087
=======================================================================================================
</TABLE>
(1) The stock ownership of Mr. Amir includes: 895,817 shares owned directly;
730 shares owned by the Amir Family Trust, dated May 13, 1991; 150,000
shares which are subject to acquisition pursuant to an option to purchase
such shares on or before January 6, 2000 at $.25 per share; and all
3,321,402 shares held in the name of Haly Corporation, a corporation owned
equally be Messrs. Amir and Erlich, who are also directors and executive
officers of such corporation.
(2) The stock ownership of Mr. Erlich includes: 659,055 shares owned directly
3,190 shares owned by his wife; 150,000 shares which are subject to
acquisition pursuant to an option to purchase such shares, on or before
January 6, 2000 at $.25 per share; and all 3,321,402 shares held in the
name of Haly Corporation, a corporation owned equally by Messrs. Amir and
Erlich, who are also directors and executive officers of such corporation.
(3) The stock ownership of Mr. Lincoln consists of 1,820,000 shares and
warrants for 750,000 shares at $.35 which expire October 1, 2001. Mr.
Lincoln is Vice Chairman of the Board of Directors and a Vice President of
the Company. Formerly, Mr. Lincoln was the Chairman of the Board and Chief
Executive Officer of Deven Resources, Inc. Mr. Lincoln is also a managing
partner of EnerTech Capital Partners, a venture capital firm.
(4) The address of both Mr. Amir and Mr. Erlich is: 10350 Santa Monica
Boulevard, Suite 250, Los Angeles, California 90025.
-2-
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth the shares of Common Stock of the
Company beneficially owned as of the Record Date by each officer and director of
the Company and by officers and directors as a group:
<TABLE>
<CAPTION>
=============================================================================================================================
CLASS OF NAME, AGE AND POSITION AMOUNT OF PERCENT
STOCK WITH THE COMPANY BENEFICIAL OF CLASS
OWNERSHIP (%)
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Common Gary J. Novinskie (46), Director, President and Chief Operating 200,000 shares (1) (2)
Officer
- -----------------------------------------------------------------------------------------------------------------------------
Common Dov Amir (72), Chairman of the Board of Directors and Chief 4,367,949 shares (3) 17.19%
Executive Officer
- -----------------------------------------------------------------------------------------------------------------------------
Common Louis W. Erlich (83), Vice Chairman of the Board of Directors 4,133,647 shares (4) 16.26%
and Vice President
- -----------------------------------------------------------------------------------------------------------------------------
Common David F. Lincoln (40), Vice Chairman of the Board of Directors 2,570,000 shares (5) 10.11%
and Vice President
- -----------------------------------------------------------------------------------------------------------------------------
Common Mark J. DeNino (43), Director 6,600 shares (2)
- -----------------------------------------------------------------------------------------------------------------------------
Common C. Warren Trainor (51), Director 5,000 shares (2)
- -----------------------------------------------------------------------------------------------------------------------------
Common Robert G. Smiley (52), Director shares (6) (2)
- -----------------------------------------------------------------------------------------------------------------------------
Common J. Ronald Woods (61), Director shares (6) (2)
- -----------------------------------------------------------------------------------------------------------------------------
Common All Directors and Officers of the Company as a Group 7,603,398 shares (7) 29.92%
=============================================================================================================================
</TABLE>
(1) The stock ownership of Mr. Novinskie includes options to purchase 200,000
shares of Daleco Common Stock on or before October 1, 2001 at $.35 per
share.
(2) Percentages less than one percent are not indicated. In calculating the
holder's percentage ownership, the shares of Common Stock subject to
options and warrants are deemed to be outstanding.
(3) See Footnote No. 1 to "PRINCIPAL HOLDERS OF VOTING SECURITIES".
(4) See Footnote No. 2 to "PRINCIPAL HOLDERS OF VOTING SECURITIES".
(5) See Footnote No. 3 to "PRINCIPAL HOLDERS OF VOTING SECURITIES".
(6) Mr. Smiley and Mr. Woods each have options to purchase 150,000 shares of
Daleco Common Stock at $.25 per share on or before January 6, 2000.
(7) This group consists of nine (9) persons. For purposes of determining the
total number of shares beneficially owned by all officers and directors of
the Company, shares which are deemed to be beneficially owned by both Mr.
Amir and Mr. Erlich and which are held by Haly Corporation are counted
only once in determining the total number of shares owned by all directors
and officers of the Company. Accordingly, although all 3,321,402 issued
shares of the Company's Common Stock held in the name of Haly Corporation
are treated as being beneficially owned by both Mr. Amir and Mr. Erlich in
the above table, such shares are counted only once in determining the
total number of shares beneficially owned by all directors and officers of
the Company as a group, and also for determining the number of shares
comprising the class of the Company's Common Stock.
See Footnote No. 4 to "PRINCIPAL HOLDERS OF VOTING SECURITIES".
-3-
<PAGE>
ELECTION OF DIRECTORS
The current Board of Directors consists of nine (9) directors who were
elected to serve for a period of one (1) year or until their successors are
elected and qualified. The directors elected at the Annual Meeting and who
qualify to serve will serve until their successors can be elected at the Annual
Meeting to be held in 1998.
Required Vote
The shares represented by the enclosed proxy will be voted at the
meeting as directed. If no choice is specified in the proxy, the shares
represented by the enclosed proxy will be voted "FOR" the election of the
nominees listed below. All of the nominees are now members of the Board of
Directors. If any nominee becomes unavailable for any reason or if another
vacancy should occur before the election (which events are not anticipated), the
shares represented by the enclosed proxy may be voted by the holders of such
proxy in their sole discretion. The Board of Directors recommends that the
Stockholders vote "FOR" the nominees.
Nominees
Only seven (7) members of the Board of Directors currently in office
shall be a nominee for the Directors of the Company at the Annual Meeting.
Messrs. Woods and Smiley have advised the Company that they do not desire to
stand for re-election. For information regarding the number of shares of the
Company's stock beneficially owned by each nominee, see "SECURITY OWNERSHIP OF
MANAGEMENT" above. Set forth below is certain information about each of the
persons nominated to be Directors of the Company including the name, age,
principal occupation, business experience and length of service as a Director of
the Company:
Business Experience
Dov Amir (72)
Mr. Amir is the Chairman of the Board of Directors and Chief Executive
Officer of the Company. Mr. Amir has been an officer and director of the Company
since 1977, having previously held the position of President and Director. Mr.
Amir is the Vice President and Director of Haly Corporation. Prior to joining
the Company, Mr. Amir was involved in the development of natural resources and
economic development projects in the United States, Africa, South America and
Europe both in the capacity of a corporate executive and as a consultant. Mr.
Amir holds a B.S.c. degree in Petroleum Engineering, Cum Laude and M.S.c. degree
in Petroleum Engineering and economics from the University of Southern
California as well as post graduate courses in management and finance at USC and
UCLA.
Louis W. Erlich (83)
Mr. Erlich is the Vice Chairman of the Board of Directors and Vice
President of the Company. Mr. Erlich has been an officer and director of the
Company since 1977, having previously held the positions of Chairman of the
Board of Directors and Vice President. Mr. Erlich is the President and a
Director of Haly Corporation. Mr. Erlich has been involved in exploration and
development of natural resources in United States and Mexico since 1938, both as
a corporate executive and private entrepreneur. Mr. Erlich is a graduate of the
University of California at Los Angeles.
Gary J. Novinskie (46)
Mr. Novinskie is a Director, President and Chief Operating Officer of
the Company. Mr. Novinskie was previously the Chief Operating Officer of Deven
Resources, Inc. and assumed his new duties with the Company in October 1996.
Prior to his employment with Deven Resources, Inc. Mr. Novinskie was a Vice
President of Broad Street Financial Company, a privately held holding company in
Columbus, Ohio for four (4) years. Mr. Novinskie also served as the President of
Omni Exploration, Inc., a public oil and gas company for seven (7) years. Mr.
Novinskie holds a B.S. from Penn State University in Petroleum and National Gas
Engineering, and an M.B.A from Case Western Reserve University, majoring in
Banking and Financing.
-4-
<PAGE>
David F. Lincoln (40)
Mr. Lincoln is the Vice Chairman of the Board of Directors and Vice
President of the Company. Mr. Lincoln is a Managing Director with EnerTech
Capital Partners, a venture capital firm specializing in technologies and
services associated with utilities and energy related industries. Prior to
assuming his duties with the Company in October, 1996, Mr. Lincoln was the
President, Chief Executive Officer and Chairman of the Board of Directors of
Deven Resources, Inc. Prior to forming Deven Resources in 1991, Mr. Lincoln was
a Principal/Partner with CMS Companies, a Philadelphia-based private investment
bank and financial services firm. Mr. Lincoln holds a B.A. with Honors in
Geology from Colgate University and a M.S. in Energy Management and Policy from
the University of Pennsylvania.
Eberhard Mueller (60)
Mr. Mueller has been a director of the Company since October 1995. Mr.
Mueller is the President and Director of Regent Ventures, Ltd. and a Director of
Montaro Resources, Inc., both of which are engaged in mining exploration in
Canada.
C. Warren Trainor (51)
Mr. Trainor was appointed as a Director in October 1996. As a partner
with the law firm of Ehmann, Van Denbergh & Trainor, P.C., located in
Philadelphia, Pennsylvania, concentrating in Business and Oil and Gas Law, Mr.
Trainor is general counsel to the Company. Previously, Mr. Trainor served as a
Director of Deven Resources, Inc. Also, Mr. Trainor previously served as a Vice
President and General Counsel for Omni Exploration, Inc. Presently, Mr. Trainor
serves on the Boards of Directors of North American Medical Centers, Inc. and
Yocom Knitting Company. Mr. Trainor has a B.S. from the United States Military
Academy in 1967 and a J.D. from Villanova University Law School in 1972.
Mark J. DeNino (43)
Mr. DeNino was appointed to the Board of Directors in October 1996. Mr.
DeNino is a managing director of TL Ventures, a venture capital investment firm.
Prior to his position with TL Ventures, Mr. DeNino was President of Crossroads
Capital, Inc. and President of CMS Corporate Finance, Inc. Mr. DeNino received a
B.S. from Boston College in 1975 and a M.B.A. from Harvard Business School in
1979.
Committees of the Board of Directors
Prior to the Company's re-domestication to Delaware effective October
1, 1996, there had not been a requirement under Canadian law for Committees of
the Board of Directors. As such, there were no committee meeting in Fiscal,
1996.
Audit Committee: On December 9, 1996, the Board of Directors created an
Audit Committee. The following persons were appointed to serve on the Audit
Committee:
Mark J. DeNino
Eberhard Mueller
C. Warren Trainor
Since its formation, there has been one meeting of the Audit Committee at which
the Company's accountants for fiscal 1997 were selected. The Audit Committee's
responsibilities include; reviewing and reporting to the Board of Directors on
the appropriateness of the Company's accounting policies, the adequacy of
financial controls and the reliability of the Company's financial information
reported to the public; recommending independent accountants for appointment by
the Board; reviewing and approving audit plans, reviewing and approving the
Company's annual report on Form 10-K or 10- KSB, as appropriate; and advising
the board concerning the work of the Company's independent accountants.
-5-
<PAGE>
Compensation Committee: On December 9, 1996, the Board of Directors
created the Compensation Committee. The following persons were appointed to
serve on the Compensation Committee:
Louis Erlich
Mark J. DeNino
David F. Lincoln
C. Warren Trainor
Since its formation, there have been no meetings of the Compensation Committee.
The Compensation Committee's responsibilities include the recommendation to the
Board of Directors on the salaries and other compensation appropriate for the
officers of the Company.
Executive Committee: On December 9, 1996, the Board of Directors
created an Executive committee of the Board of Directors. The following persons
were appointed to serve on the Executive Committee:
Dov Amir
Gary J. Novinskie
David F. Lincoln
There have been three (3) meetings of the Executive Committee since its
formation. The function of the Committee is to exercise the authority of the
Board of Directors in the management of the business of the Company between
regular meetings of the Board of Directors.
Meetings of the Board of Directors
During the Company's fiscal year ended September 30, 1996, the Company
held ten (10) meetings of the Board of Directors. Each director attended at
least 75% of the meetings.
-6-
<PAGE>
EXECUTIVE OFFICERS
The executive officers of the Company are as follows:
Name and Age Office Held
Dov Amir (72) Chairman of the Board and
Chief Executive Officer (1)
Gary J. Novinskie (46) President and Chief Operating Officer (1)
and Director
Louis W. Erlich (83) Vice Chairman of the Board of Directors
and Vice President (1)
David F. Lincoln (40) Vice Chairman of the Board of Directors
Vice President (1)
Edward J. Furman (42) Treasurer
Maria L. Woodward (31) Secretary
Jody Spencer (52) Assistant Secretary
- ------------------
(1) See "SECURITY OWNERSHIP OF MANAGEMENT" and "ELECTION OF DIRECTORS" for
positions held and experience.
EXECUTIVE COMPENSATION
For the period ending September 30, 1996 the Company had no full-time
employees. All personnel engaged in the Company's offices were provided to it by
Haly Corporation pursuant to an oral agreement. The following table sets forth
the compensation paid by Haly Corporation to Messrs: Amir and Erlich for the
past three (3) years. Although the Company did not pay Messrs: Amir and Erlich a
salary, the Company is presenting the following information as though
compensation had been made to Messrs: Amir and Erlich by the Company.
-7-
<PAGE>
Summary Compensation Table
<TABLE>
<CAPTION>
Long Term Compensations
Annual Compensation Awards Payouts
- -----------------------------------------------------------------------------------------------------------------------------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
- -----------------------------------------------------------------------------------------------------------------------------
Name and Securities
Principal Other Annual Restricted Underlying LTIP All other
Position Year Salary Bonus Compensation Stock Award(s) Options/SARs Payouts Compensation
($) ($) ($) ($) (#) ($) ($)
=============================================================================================================================
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Dov Amir 1994 96,000 0 10,965 0 0 0 0
President
- -----------------------------------------------------------------------------------------------------------------------------
Dov Amir 1995 96,000 0 11,100 0 0 0 0
President
- -----------------------------------------------------------------------------------------------------------------------------
Dov Amir 1996 96,000 0 14,100 0 0 0 0
President
- -----------------------------------------------------------------------------------------------------------------------------
Louis Erlich 1994 96,000 0 10,965 0 0 0 0
Chairman of
the Board and
Vice President
- -----------------------------------------------------------------------------------------------------------------------------
Louis Erlich 1995 96,000 0 11,100 0 0 0 0
Chairman of
the Board and
Vice President
- -----------------------------------------------------------------------------------------------------------------------------
Louis Erlich 1996 96,000 0 14,100 0 0 0 0
Chairman of
the Board and
Vice President
=============================================================================================================================
</TABLE>
1. As of February 1, 1997, the Company's management agreement with Haly
Corporation was terminated, with Messrs. Amir and Erlich becoming employees
of Daleco. All accounting and other, functions of the Company were relating
to its management were relocated to the Company's office in Wayne,
Pennsylvania from Haly's offices in California. Messrs.: Amir and Erlich's
offices remain, however, in California.
COMPENSATION OF DIRECTORS
In Fiscal 1996, each director was entitled to an annual fee of $2,198
per meeting and no reimbursement of costs. To date, the Company as not paid the
meeting fees for Fiscal 1996 which aggregated $10,989. The Directors fees of
$10,905 for Fiscal 1995, and $11,071 for Fiscal 1994 have also not been paid and
have been accrued by the Company. The Company has also not paid directors fees
for Fiscal Years 1993 or 1992 and has accrued these obligations as well.
The total amount due directors of the Company through September 30, 1996 was
$57,219. At its meeting on December 9, 1996, the Board of Directors unanimously
voted to abolish fees for directors, but agreed to reimburse directors for their
actual costs of travel and lodging, if any, incurred as a result of their
attendance at a meeting of the Board of Directors or a committee thereof.
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors has previously selected the accounting firm of
Coopers & Lybrand to be the Company's accountants to audit the books and records
of the Company and its subsidiaries for the 1997 fiscal year. This firm has
audited the books and records of the Company for at least the past 20 years. The
Board of Directors recommends the selection of Coopers & Lybrand, Philadelphia,
Pennsylvania, as the Company's accountants for the fiscal year ending September
30, 1997. Coopers & Lybrand has no material relationship with the Company and is
considered well qualified.
-8-
<PAGE>
As of the date of this Proxy Statement, the Company was in negotiation with
Coopers & Lybrand's Philadelphia, Pennsylvania office regarding its assuming the
audit function. The change in offices was necessitated by the Company's
re-domestication to Delaware on October 1, 1996. The Company believes that it
would be best served by continuing its long relationshipwith Coopers & Lybrand.
The Board of Directors recommends a vote "FOR" the proposal to ratify
the selection of Coopers & Lybrand as the Company's independent certified public
accountants.
A representative of Coopers & Lybrand, the Company's accountants for
Fiscal 1996 is expected to be present at the Annual Meeting.
CERTAIN RELATIONSHIP
Mr. C. Warren Trainor, Esquire, is a partner in the firm of Ehmann, Van
Denbergh & Trainor, P.C., which acts as general counsel to the Company. In
Fiscal 1996, the Company paid Ehmann, Van Denbergh & Trainor, P.C. fees in the
amount of $27,296.00 for legal services and incurred additional charges of
$15,725 unpaid as of September 30, 1996 for services rendered and the
reimbursement of costs.
OTHER MATTERS
The Board of Directors knows of no other matter to be brought before
the Annual Meet of the Stockholders. Should any other matter be properly issued
at the meeting, however, it is the intention of each of the persons named in the
proxy to vote in accordance with his judgment as to each such matter raised.
INCORPORATION BY REFERENCE
The Company incorporates herein by reference the audited financial
statements of the Company as set forth in the Annual Report distributed to each
shareholder with this Proxy Statement.
EXPENSES OF SOLICITATION
The expenses associated with the preparation, assembling, printing and
mailing of the Notice of Annual Meeting, Proxy Statement and Proxy will be borne
by the Company.
Dated: January 29, 1997 By Order of the Board of Directors
------------------------------------
Gary J. Novinskie, President
-9-
<PAGE>
PROXY
DALECO RESOURCES CORPORATION
THIS PROXY IS SOLICITED ON BEHALF The undersigned hereby appoints Dov Amir
OF THE BOARD OF DIRECTORS. and Gary Novinskie, and each of them,
jointly and severally, proxies with full
power of substitution to vote, as
designated below, all shares of Stock
which the undersigned is entitled to vote
at the Annual Meeting of Stockholders of
Daleco Resources Corporation to be held on
PLEASE CHECK HERE IF YOU PLAN March 20, 1997, or any adjournment
TO ATTEND THE ANNUAL MEETING. / / thereof.
PLEASE MARK, SIGN, DATE AND RETURN DATED: _____________________________, 1997
THIS PROXY PROMPTLY IN THE ENCLOSED
ENVELOPE. ------------------------------------------
------------------------------------------
------------------------------------------
NAME AND ADDRESS ------------------------------------------
(PLACE LABEL HERE) (SIGNATURE)
IMPORTANT: Please sign on the signature line exactly as your name is printed on
this Proxy. When shares are held by joint tenants, both should sign.
When signing as attorney, executor, administrator, trustee or
guardian, please give full title as such. If a corporation, please
sign in full corporate name by authorized officer. If a partnership,
please sign in partnership name by authorized partner.
If instructions are not given in the spaces provided, the shares represented by
this Proxy, duly executed, will be voted (i) in favor of Management Proposals
for the election of directors named in Proposal 1, (ii) in favor of the
appointment of Coopers & Lybrand or such other accounting firm as recommended by
the Audit Committee of the Board of Directors as the Company's independent
accountants in Proposal 2 and (iii) in the discretion of the persons appointed
proxies hereby as to any other business that may properly come before the
meeting and any adjournment thereof in Proposal 3, all as set forth on the
reverse side hereof.
<PAGE>
MANAGEMENT RECOMMENDS A VOTE FOR THE FOLLOWING MANAGEMENT PROPOSALS
INSTRUCTIONS: To withhold authority to vote for any individual nominee, write
that nominee's name on the line under Proposal 1 below.
1. Election of DIRECTORS for a term expiring in 1998: Dov Amir, Louis W.
Erlich, Gary J. Novinskie, David F. Lincoln, Eberhard Mueller, Mark J.
DeNino and C. Warren Trainor
FOR all nominees (except as marked WITHHOLD AUTHORITY to vote for
to the contrary below) / / all nominees / /
-----------------------------------
2. Proposal to RATIFY THE SELECTION OF COOPERS & LYBRAND or such other
accounting firm as recommended by the Audit Committee of the Board of
Directors as the Company's independent accountants.
FOR / / AGAINST / / ABSTAIN / /
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting or any adjournment
thereof.
-2-
